JOINDER TO AMENDED AND RESTATED CREDIT
AGREEMENT AND CREDIT DOCUMENTS
This JOINDER TO AMENDED AND RESTATED
CREDIT AGREEMENT AND CREDIT DOCUMENTS (this "Joinder"), is dated this 10th day of June, 2014, by and among Kirk & Nice, Inc., a Pennsylvania corporation and Kirk & Nice Suburban Chapel, Inc., a Pennsylvania corporation
(each, a "New Borrower" and together, the "New Borrowers"), and the other Credit Parties (as defined below), in favor of the Lenders (as defined below) and Bank of America, N.A., a national banking association
organized and existing under the laws of the United States of America, as Administrative Agent for the benefit of the Lenders (in such capacity, the "Administrative Agent"), as Collateral Agent for the benefit of the Secured Parties
(in such capacity, the "Collateral Agent"), as Swing Line Lender and as L/C Issuer.
A. Pursuant to that certain Third Amended and Restated Credit Agreement, entered into on January 19, 2012, as amended, by and among
StoneMor GP LLC, a Delaware limited liability company (the "General Partner"), StoneMor Partners L.P., a Delaware limited partnership (the "Partnership"), StoneMor Operating LLC, a Delaware limited liability company
(the "Operating Company"), the Subsidiaries of the Operating Company set forth on the signature pages thereto (together with the Operating Company, the "Existing Borrowers" and collectively with the New Borrowers,
the "Borrowers" and together with the General Partner and the Partnership, collectively the "Credit Parties"), the lenders party thereto (the "Lenders"), the Administrative Agent, Raymond James
Bank, FSB, as Syndication Agent, and Capital One, National Association, as Documentation Agent (as so amended, and as amended, restated, modified or otherwise supplemented from time to time, the "Credit Agreement"), the Lenders
agreed, inter alia, to extend to the Borrowers a single revolving credit facility in the maximum aggregate principal amount of One Hundred Thirty Million Dollars ($140,000,000).
B. Pursuant to the Credit Agreement and the Credit Documents, the Existing Borrowers have granted to the Collateral Agent, for the benefit of
the Secured Parties, a lien on and security interest in substantially all of their property and assets to secure all Secured Obligations (as defined in each Security Document).
C. Contemporaneously herewith, certain of the Existing Borrowers have entered into (a) an Asset Sale Agreement dated as of April 2,
2014 for a purchase price not to exceed $53,055,000 (subject to certain adjustments set forth therein) together with assumption of certain liabilities set forth therein, and (b) an Asset Sale Agreement dated as of April 2, 2014 for a
purchase price not to exceed $745,000 (subject to certain adjustments set forth therein), together with assumption of certain liabilities set forth therein (together, the "Acquisition Agreements"), to acquire certain cemeteries,
funeral homes (including acquisition of the New Borrowers), crematory businesses and various related assets in Florida, North Carolina, Virginia and Pennsylvania (the "Acquired Assets").
D. The New Borrowers will benefit, directly and indirectly, from credit and other financial accommodations extended by the Lenders to the
Now, therefore, for value received, and in consideration of Loans made or to be made, and other
credit accommodations given or to be given, to the Borrowers by the Lenders from time to time, the New Borrowers and each other Credit Party hereby agree as follows: